SecProbe.io

July 1, 2024
Bin Feng
Chief Executive Officer and Chairman of the Board
Unitrend Entertainment Group Ltd
Suite 1508, Tower B, Wentelai Center
1 Xidawang Road
Chaoyang District, Beijing 100026
People’s Republic of China
Re:Unitrend Entertainment Group Ltd
Registration Statement on Form F-1
Filed June 17, 2024
File No. 333-280248
Dear Bin Feng:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed June 17, 2024
Dilution, page 57
1.Please reconcile the difference between as adjusted net tangible book value and net
tangible book value to the estimated net proceeds disclosed on page 54.
Exhibit Index
Exhibit 8.1, page II-6
We note counsel's opinion in Exhibit 8.1 that "[i]nsofar as the statements set forth in the
Registration Statement under the caption "Cayman Islands Taxation" purport to
summarise certain tax laws of the Cayman Islands, such statements are accurate in all
material respects and such statements constitute our opinion." Please revise your
disclosure in the corresponding "Cayman Islands Taxation" section to state that the
disclosure is the opinion of Ogier, and have counsel delete the reference in the opinion to 2.

July 1, 2024
Page 2
the disclosure being a summary of tax consequences ("[i]nsofar as the statements . . .
purport to summarise certain laws . . . "). In connection with Exhibit 8.2, also revise the
disclosure in the corresponding "People’s Republic of China Enterprise Taxation" section
to state that the disclosure is the opinion of East & Concord Partners. Refer to Section
III of Staff Legal Bulletin 19. Last, we note your disclosure on pages 119 and Alt-6 that
"[t]he validity of the Class A ordinary shares and certain other legal matters as to
United States Federal and New York State law will be passed upon for us by VCL Law
LLP.," but VCL Law LLP does not appear to be providing an opinion. Revise to reconcile
accordingly.
Exhibit 23.1, page II-6
3.The audit report date in the consent is not the same as the audit report date on page F-2.
Please revise for consistency.
General
4.We note your disclosure on the resale prospectus cover page that "[n]o sales of the
Ordinary Shares covered by this prospectus shall occur until our Class A ordinary shares
sold in our initial public offering begin trading on the Nasdaq Capital Market. Any shares
sold by the Selling Shareholders until our Class A ordinary shares are listed or quoted on
an established public trading market will take place at an assumed price between $4.00
and $5.00, which is the public offering price of our Class A ordinary shares in our initial
public offering." Please revise to reconcile such inconsistency and ensure that your
disclosure as it pertains to the resale offering is consistent throughout the registration
statement. In particular, clarify whether sales may occur before or after the completion of
your initial public offering. In this regard, your disclosure on pages Alt-1 and Alt-4
further indicates that sales will not occur until after your initial public offering and that
such sales will be "at the market price prevailing on the Nasdaq Capital Market at the time
of offer and sale . . . ." Additionally, on the resale prospectus cover page, please include a
placeholder for the initial public offering price of your ordinary shares and the most recent
trading price of your ordinary shares on Nasdaq. Also confirm that you will include such
information in the Rule 424(b) prospectus filed in connection with the resale offering.
Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K.
5.We note that you are registering for resale the shares that you sold to your selling
shareholders Kai Electronic Enterprise, Inc. and Sunrise Commercial Trading, Inc. on
December 26, 2023, according to your disclosure on page 105. Your disclosure on page
F-31 indicates that you consider such issuances to "form part of the Company’s broader
pre-IPO share capital reorganization" that occurred on such date. Please advise as to (i)
why you determined to sell shares in December, the relationship of the shareholders to
you, the sales price of the shares and how the price was determined, (ii) why the resale
offering is being registered at this time, (iii) whether the resale offering is being registered
at this time to satisfy any Nasdaq listing requirements, (iv) how you determined the
number of ordinary shares being registered in connection with the resale offering, and (v)
how the selling shareholders were selected to participate in this resale offering, all with a
view to understanding whether the resale portion of the offering should be deemed an
indirect primary being conducted by or on behalf of the issuer. Refer to Question 612.09
of the Securities Act Rules Compliance and Disclosure Interpretations.

July 1, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Aamira Chaudhry at 202-551-3389 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Zixuan Guo